August 31, 2021
Company name: ES-CON Japan Ltd.
Representative: Takatoshi Ito, President &Representative Director(TSE 1st Section, code: 8892)

Inquiries:
Tel:

Minoru Nakanishi,Senior Managing Director+81-6-6230-9308

Notice on Acquisition of (Shares of) Picasso Co., Ltd.,
Yuki Sangyo Co., Ltd., and Picasso’s Six Group Companies
ES-CON Japan Ltd. (ES-CON Japan) announces that a decision was made at the board of directors meeting held
today to acquire all shares of Picasso Co., Ltd. (hereinafter “Picasso”) and Yuki Sangyo Co., Ltd. (hereinafter “YukiSangyo”), both of which are involved in the real estate leasing and other businesses, as well as Picasso’s six groupcompanies, which are also involved in real estate leasing (hereinafter “six Group companies”), making all thesecompanies subsidiaries of ES-CON Japan, as follows.
1. Reasons for Acquiring Shares
ES-CON Japan chose to acquire 100% of shares in Picasso, Yuki Sangyo, and six Group companies active in realestate leasing, primarily in the Kansai region of Japan, with the goal of securing a stable revenue stream from rental
properties.
Founded in the city of Osaka in 1991, Picasso (alongside Yuki Sangyo and the six Group companies) is active inreal estate leasing, chiefly in the Kansai region. It owns numerous outstanding revenue-generating properties,including apartments and office buildings.
Currently, based on our fourth medium-term management plan, “IDEAL to REAL 2023” (covering the three-year
period from 2021 to 2023), we are implementing business strategies that include aiming to transform and advanceour revenue structure into a more sustainable and stable one by shifting from a revenue structure based on flows
to one based on stock.
By enhancing the leasing business and securing stable revenues and rapidly moving ahead to transform ourrevenue structure, we expect this acquisition of subsidiaries to contribute dramatically to the sustained growth ofour Group.
2. Details of Transitioning Subsidiaries(1) Picasso①

Trade namePicasso Co., Ltd.

②

Address

5-7 Doshomachi 1-chome, Chuo-ku, Osaka③

Title/name of representative④Business⑤

CapitalRepresentative Director Hiroaki Wakabayashi
Real estate leasing, real estate management, real estate investment,
etc.
90 million yen⑥Date of establishment
Major shareholders andshareholding ratio⑦⑧⑨May 23, 1991
Hiroaki Wakabayashi: 100%

Relationship between ES-CON
Japan and said company

Capital relationship

Not applicable

Personnel relationship

Not applicable

Business relationship

Not applicable

Business results of company over last three years

Fiscal year end(Unit: Million yen)

April 2019

April 2020

April 2021

Net sales

3,110

3,941

6,076

Operating income

471

825

1,878

1

Ordinary income

196

528

1,637

Net profit

184

313

1,039

Net assets

3,038

3,352

4,391

Total assets

23,692

23,25721,918(2) Yuki Sangyo①

Trade nameYuki Sangyo Co., Ltd.

②Address

18-18 Fukushima 6-chome, Fukushima-ku, Osaka③

Title/name of representative

Representative Director Yoshihide Wakabayashi④

Business

Real estate leasing, management, brokerage services, etc.

⑤

Capital90 million yen⑥

Date of establishment
Major shareholders andshareholding ratio

March 18, 1996⑦⑧⑨

One individual shareholder: 100%

Relationship between ES-CON
Japan and said company

Capital relationship

Not applicable

Personnel relationship

Not applicable

Business relationship

Not applicable

Business results of company over last three years

Fiscal year end(Unit: Million yen)August 2018

August 2019

August 2020

Net sales

2,287

2,262

3,105

Operating income

479

484713

Ordinary income

242

285481

Net profit

153

158

308

Net assets

1,126

1,285

1,593

Total assets

15,866

16,745

16,535(3) Six Group companies(A) Venus Corporation
Co., Ltd.
15-2 Uchikanda 1chome,
Chiyoda-ku, Tokyo
Representative Director
Koichi Uchida①Trade name(B) Cubic Co., Ltd.

(C) Santa Co., Ltd.

②Address⑤

Capital3-23 Jusomotoimazato
3-chome,
Yodogawa-ku, Osaka
Representative Director
Hiroaki Wakabayashi
Real estate leasing,management,brokerage services
90 million yen

13-18 Oimazatonishi 3chome,
Higashinari-ku, Osaka
Representative Director
Hiroaki Wakabayashi
Real estate leasing,management,
brokerage services
90 million yen③

Title/name ofrepresentative④

Business

Real estate
management
90 million yen⑥

Date of establishment
March 30, 2001
March 28, 2005
Major shareholders and
One individual
Hiroaki Wakabayashi:
shareholding ratio
shareholder: 100%
100%
Relationship between ES-CON Japan and said company

June 7, 2005
Hiroaki Wakabayashi:
100%⑦⑧Capital relationship/ Personnel
relationship
Business relationship

Not applicableNot applicableNot applicableNot applicableNot applicableNot applicable2

⑨Status and business results in most recent year

Fiscal year end(Unit: Million yen)

December 2020

May 2021

February 2021

Net sales

3814564

Operating income

092

Ordinary income000

Net profit

000

Net assets

100123106

Total assets

108

1,290576(D) Hirano Bussan Co.,Ltd.
7-7 Koraibashi 1chome,
Chuo-ku, Osaka
Representative Director
Aiko Hirano
Real estate leasing,management,
brokerage services0.1 million yen①Trade name

②Address③

Title/name ofrepresentative④Business⑤

Capital⑥Date of establishment
June 16, 2009
February 3, 2015
Major shareholders andOne individual
One individual
shareholding ratio
shareholder: 100%
shareholder: 100%
Relationship between ES-CON Japan and said company⑦⑧

Capital relationship/ Personnel
relationship
Business relationship⑨(E) Aria Co., Ltd.

(F) Eikaku Y.K.

5-7 Doshomachi 1chome,
Chuo-ku, Osaka
Representative Director
Yoshihide Wakabayashi
Real estate leasing,management,
brokerage services
0.1 million yen13-36 Kaminishi 1chome,
Hirano-ku, Osaka
Representative Director
Noriko Hanada
Real estate leasing,management,
brokerage services
3 million yen

Not applicableNot applicableNot applicableNot applicableNot applicableNot applicable

Status and business results in most recent year

Fiscal year end

March 22, 2006
One individual
shareholder: 100%(Unit: Million yen)

May 2021

January 2021

February 2021

Net sales

8956

79

Operating income

62522

Ordinary income

02316

Net profit

016

12

Net assets

73345

Total assets

580

1,218801⑦ In accordance with the Act on the Protection of Personal Information, based on their stated wishes to remain
anonymous, no major shareholder other than Hiroaki Wakabayashi is named.
3. Details of Share Acquisition Counterparty①NamesHiroaki Wakabayashi and three other individuals

Addresses
Undisclosed
Relationship between listed③
Not applicable
company and said individuals① Names of share acquisition counterparties other than Hiroaki Wakabayashi remain undisclosed in accordance with
the Act on the Protection of Personal Information. These individuals have expressed their wish to remain unnamed.
② Addresses remain undisclosed in accordance with the Act on the Protection of Personal Information. All those
involved, including Hiroaki Wakabayashi, have expressed their strong preference to have their addresses remain
undisclosed.
②3

4. Number of shares acquired and share ownership before/after acquisition(1) Picasso
Number of shares owned①0 shares (shareholding ratio: 0%)
before transition②
Number of shares acquired
300 shares
Number of shares owned after③
300 shares (shareholding ratio: 100%)transition(2) Yuki Sangyo
Number of shares owned①
before transition②
Number of shares acquiredNumber of shares owned after③
transition

0 shares (shareholding ratio: 0%)
300 shares
300 shares (shareholding ratio: 100%)(3) Six Group companies①

Number of shares owned
before transition(shareholding ratio)②

Number of shares acquired③

Number of shares owned aftertransition(shareholding ratio)

(A)

(B)

(C)

(D)

(E)

(F)

0 shares0 shares0 shares0 shares0 shares0 shares

(0%)

(0%)

(0%)

(0%)

(0%)

(0%)

1,800
shares
1,800
shares9,000
shares9,000
shares9,000
shares9,000
shares10
shares10
shares10
shares10shares

300
shares300
shares(100%)(100%)(100%)(100%)(100%)(100%)

5. Acquisition price (as of August 31, 2021)
Acquisition price of stock: 29.8 billion yen
Estimated expenses:
0.1 billion yen
Total acquisition price:29.9 billion yen
The acquisition price of the stock is an estimate as of the date of this notice. The actual price will be finalized by thedate of the execution of the stock transfer. Any changes will be announced separately following finalization of the price.
The acquisition price of the stock is based on current mark to market net assessments of the real estate holdings inquestion. A fair stock acquisition price was determined through financial due diligence, which indicated the net assets
are free of major concerns, as well as mark to market assessments of the condition of these properties and engineering
reports obtained from external appraisal agencies.
* The acquisition price of this acquisition is equal to 15% or more of ES-CON Japan’s consolidated net assets of 38,627
million yen or nonconsolidated net assets of 38,527 million yen in the most recent period (the fiscal year ended
December 2020). Thus, the acquisition price meets Tokyo Stock Exchange disclosure standards.
6. Schedule①

Date of execution

August 31, 2021②

Date of share transfer

October 29, 2021 (planned)

7. Future outlook
The impact of this share acquisition on ES-CON Japan’s consolidated results for the current fiscal period currently iscurrently under review. Any matters determined to require disclosure will be announced promptly.

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